UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549

                           FORM 10-QSB/A

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

           For Quarterly Period Ended: March 31, 2003

                Commission File Number: 000-30253

                        Music Etc., Inc.
     (Exact name of registrant as specified in its charter)



           Nevada                            88-0426887
  (State of incorporation)      (I.R.S. Employer Identification No.)


          8764 Carlitas Joy Court, Las Vegas, NV  89117
            (Address of principal executive offices)


                         (702) 228-4688
      (Registrant's telephone number, including area code)



 (Former name, former address and former fiscal year, if changed
                       since last report.)

Indicate by check whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes

There are 6,000,000 shares of common stock issued and outstanding
as of May 7, 2003.

                              INDEX

                                                                 Page

PART I - FINANCIAL INFORMATION

  Item 1.   Financial Statements                                    3

  Item 2.   Management's Plan of Operation                         15

  Item 3.   Controls and Procedures                                16

PART II - OTHER INFORMATION

  Item 1.   Legal Proceedings                                      17

  Item 2.   Changes in Securities                                  17

  Item 3.   Defaults Upon Senior Securities                        17

  Item 4.   Submission of Matters to a Vote of Security Holders    17

  Item 5.   Other Information                                      17

  Item 6.   Exhibits and Reports on Form 8-K                       17

Signatures                                                         18

Certifications                                                     19

                                 2



                 PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS




                            CONTENTS

                                                     Page

     Independent Auditors Report                        4

     Financial Statements

          Balance Sheet                                 5

          Statement Of Operations                     6-7

          Statement Of Stockholders' Equity             8

          Statement Of Cash Flows                    9-10

          Notes To Financial Statements             11-14


                                  3



James R. Bonzo
Certified Public Accountant


                  INDEPENDENT AUDITOR'S REPORT

Board of Directors
Music Etc., Inc.
Las Vegas, Nevada

I have audited the accompanying Balance Sheets of Music Etc.,
Inc., (a development stage company), as of March 31, 2003 and
March 31, 2002 and the related statements of profit and loss and
stockholders' equity and notes to the financial statements you
are filing pursuant to Rule 17a -5 under the Securities and
Exchange Act of 1934. For the periods then ended you are in
accordance with standards established by the American Institute
of Certified Public Accountants. All information included in
these financial statements is the representation of the
management of Music Etc., Inc.

I considered my audits in accordance with auditing standards
generally accepted in the United States of America.  These
statements require that I plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatements.  An audit includes examining, on
a test basis, evidence supporting the audits and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates used by
management as well as evaluation the overall financial statement
presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion the financial statements, referred to above,
present fairly, in all material respects, the financial position
of Music Etc., Inc. as of March 31, 2003 and March 31, 2002
results of operations and it's cash flows for the periods then
ended in conformity with accounting principles generally accepted
in the United States of America.



/s/ James R. Bonzo
James R. Bonzo CPA Nevada #813


    06-12-2003
      (date)



         4086 Spring Leaf Drive, Las Vegas, Nevada 89127
              Tel 702-367-4483 . Fax 702-367-8864
_________________________________________________________________

Member of the American Institute of Certified Public Accountants
and member of the Nevada Society of Certified Public Accountants
           Member of the Las Vegas Chamber of Commerce


                                4


                        MUSIC ETC., INC.
                  (A Development Stage Company)
                         BALANCE SHEETS

                             ASSETS

                                       March          March
                                      31,2003        31, 2002
                                      -------        --------

CURRENT ASSETS
       Cash                           $         0   $         0
                                      -----------   -----------

       TOTAL CURRENT ASSETS           $         0   $         0
                                      -----------   -----------


                   TOTAL ASSETS       $         0   $         0
                                      ===========   ===========


              LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
       Officers Advances (Note 8)     $     5,887   $     5,152
                                      -----------   -----------

     TOTAL CURRENT LIABILITIES        $     5,887   $     5,152
                                      -----------   -----------

     STOCKHOLDERS EQUITY (Note 4)

     Preferred Stock, $0.001 Par Value
     Authorized 10,000,000 Shares
     Issued and Outstanding
     At March 31, 2003 - None         $         0

     Common stock, $.001 par value
     authorized 50,000,000 shares
     issued and outstanding at
     March  31, 2002 - 6,000,000
       shares                                       $     6,000
     March 31, 2003 - 6,000,000
       shares                         $     6,000

     Additional paid in Capital       $    -2,315   $    -2,315

     Deficit Accumulated during
     development stage                $    -9,572   $    -8,837
                                      -----------   -----------


     TOTAL STOCKHOLDERS' EQUITY       $    -5,887   $    -5,152
                                      -----------   -----------


     TOTAL LIABILITIES AND
     STOCKHOLDERS EQUITY              $         0   $         0
                                      ===========   ===========

         See accompanying notes to financial statements

                                    5


                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF OPERATIONS


                               Three     Three
                               Months    Months    Sept. 20, 1993
                               Ended     Ended     (Inception)
                               March     March     to March
                              31,2003    31,2002   31,2003

INCOME
Revenue                       $       0  $       0 $       0
                              ---------  --------- ---------
TOTAL INCOME                  $       0  $       0 $       0

EXPENSES

General, Selling
and Administrative            $       0  $       0 $   8,837

Amortization                  $       0  $       0 $       0
                              ---------  --------- ---------
TOTAL EXPENSES                $       0  $       0 $   8,837


NET PROFIT (LOSS)             $       0  $       0 $  -8,837
                              =========  ========= =========
NET PROFIT (LOSS)
per share -  (Note 2)         $  (NIL)   $   (NIL) $   (NIL)
                              ---------  --------- ---------


AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING             6,000,000  6,000,000 6,000,000
                              =========  ========= =========


         See accompanying notes to financial statements

                               6




                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF OPERATIONS


                                    Year       Year    Sep. 20, 1993
                                   Ended      Ended     (Inception)
                                  December   December    to March
                                  31, 2002   31, 2001    31, 2003

INCOME
Revenue                            $      0  $      0  $      0
                                   --------  --------  --------
TOTAL INCOME                       $      0  $      0  $      0

EXPENSES

General, Selling
and Administrative                 $    885  $  3,000  $  8,837
Amortization                       $      0  $      0  $      0
                                   --------  --------  --------

TOTAL EXPENSES                     $    885  $  3,000  $  8,837
                                   ========  ========  ========

NET PROFIT (LOSS)                  $   -885  $ -3,000  $ -8,837
                                   ========  ========  ========

NET PROFIT (LOSS)
PER SHARE (Note #2)                $  (NIL)  $  (NIL)  $  (NIL)
                                   --------  --------  --------

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING                  6,000,000 6,000,000 6,000,000
                                   ========= ========= =========


         See accompanying notes to financial statements

                               7



                        MUSIC ETC., INC.
                  (A Development Stage Company)
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         March 31, 2003

                         Common Stock               (Deficit)
                         ------------              Accumulated
                         Number          Additional   During
                           of             paid-in  Development
                         Shares   Amount  Capital     Stage
                       --------- -------  --------   -------


Balance,
December 31, 1998         25,000 $ 3,685   $     0   $-3,685


Changed from no par
Value to $0.001
September 21, 1999               $-3,660   $ 3,660

Forward Stock Split
240 to 1
September 21, 1999     5,975,000           $ 5,975   $-5,975

Net loss
December 31, 2000                                    $  -267
                       --------- -------   -------   -------
Balance Dec. 31, 2000  6,000,000 $ 6,000   $-2,315   $-3,952

Net loss
December 31, 2001                                    $-3,000
                       --------- -------   -------   -------
Balance Dec. 31, 2001  6,000,000 $ 6,000   $-2,315   $-6,952

Net loss
December 31, 2002                                    $  -885
                       --------- -------   -------   -------
Balance Dec. 31, 2002  6,000,000 $ 6,000   $-2,315   $-7,837

Net loss
March 31, 2003                                       $  -885
                       --------- -------   -------   -------
Balance March 31, 2003 6,000,000 $ 6,000   $-2,315   $-8,837

Balance
March 31, 2003         6,000,000 $ 6,000   $-2,315   $-8,837
                       --------- -------   -------   -------


         See accompanying notes to financial statements

                               8



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS


                              Three       Three
                              Months      Months    Sept 20,1993
                              Ended       Ended     (Inception)
                              March       March       to March
                             31, 2003    31, 2002     31, 2003


CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                   $  -1,000   $        0  $   -8,837

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                 $       0   $        0  $        0
Officer Advances             $       0   $        0  $    5,152
                             ---------   ----------  ----------

Net cash used in
Operating activities         $       0   $        0  $   -3,685


CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock           $       0   $        0  $    3,685
                             ---------   ----------  ----------

Net Increase
(decrease) in cash           $       0   $        0  $        0

Cash, Beginning
Of period                    $       0   $        0  $        0
                             ---------   ----------  ----------

Cash, End
Of Period                    $       0   $        0  $        0
                             ---------   ----------  ----------


         See accompanying notes to financial statements

                               9



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS

                            Year         Year     Sept. 20, 1993
                           Ended        Ended      (Inception)
                          December     December      to March
                          31, 2002     31, 2001      31, 2003
CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                $    -885     $-3,000      $ -8,837

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization              $       0     $      0     $      0
Officer Advances          $     885     $  3,000     $  5.152
                          ---------     --------     --------

Net cash used in
Operating activities      $       0     $      0     $ -3,685

CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock        $       0     $      0      $ 3,685
                          ---------     --------     --------

Net Increase
(decrease) in cash        $       0     $      0      $     0

Cash, Beginning
Of period                 $       0     $      0      $     0
                          ---------     --------     --------


Cash, End
Of Period                 $       0     $      0      $     0
                          ---------     --------     --------


         See accompanying notes to financial statements

                              10



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2003 and March 31, 2002



NOTE 1 -ORGANIZATION AND ACCOUNTING POLICIES

         The Company was incorporated September 20, 1993 under
the laws of the State of Nevada. The Company was organized to
engage in any lawful activity. The Company currently has no
operations and, in accordance with SFAS #7, is considered a
development stage company.  The will develop a web site charging
subscribers a fee for each internet music lesson.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
          The Company records income and expenses on the accrual
          method of accounting.

     Estimates
          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported
          amounts of revenue and expenses during the reporting
          period. Actual results could differ from those
          estimates.

     Cash and equivalents
          The Company maintains a cash balance in a non-interest
          bearing bank that currently does not exceed federally
          insured limits. For the purpose of the statements of
          cash flows, all highly liquid investments with the
          maturity of three months or less are considered to be
          cash equivalents. There are no cash equivalents as of
          March 31, 2003.

     Income Taxes
          Income taxes are provided for using the liability
          method of accounting in accordance with Statement of
          Financial Accounting Standards No. 109 (SFAS #109)
          "Accounting for Income Taxes". A deferred tax asset or
          liability is recorded for all temporary differences
          between financial and tax reporting. Deferred tax
          expense (benefit) results from the net change during
          the year of deferred tax assets and liabilities.

                               11


                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2003 and March 31, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reporting on Costs of Start-Up Activities
          In April 1998, the American Institute of Certified
          Public Accountants issued Statement of position 98-5
          ("SOP 98-5"), "Reporting the Costs of Start-up
          Activities" which provides guidance on the financial
          reporting of start-up costs and organizational costs.
          It requires costs of start-up activities and
          organizational costs to be expensed as incurred. SOP
          98-5 is effective for fiscal years beginning after
          December 15, 1998 with initial adoption reported as
          the cumulative effect of a change in accounting
          principle.

     Loss Per Share
          Net loss per share is provided in accordance with
          Statement of Financial Accounting Standards No. 128
          (SFAS #128) "Earnings Per Share".  Basic loss per
          share is computed by dividing losses available to
          common stockholders by the weighted average number of
          common shares outstanding during the period. Diluted
          loss per share reflects per share amounts that would
          have resulted if dilutive common stock equivalents had
          been converted to common stock. As of March 31, 2003
          the Company had no dilutive common stock equivalents
          such as stock options.

     Year End
          The  Company has selected December 31st as  its  fiscal
          year end.

     Year 2000 Disclosure

          The year 2000 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the year ended
     December 31,2001. The Company's total deferred tax asset as
     of March 31, 2003 is as follows:

          Net operating loss carry forward              $8,837
          Valuation allowance                           $8,837
          Net deferred tax asset                        $    0

     The federal net operating loss carry forward will expire
     in 2017 to 2019.

                              12



                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2003 and March 31, 2002


NOTE 4 STOCKHOLDER'S EQUITY
     Common Stock
          The authorized common stock of the Company consists of
          50,000,000 shares with a par value of $0.001 per
          share.

          On July 27, 1995 the Company issued 20 shares of its
          no par value common stock in consideration of $200 in
          cash to one of its directors.

          On July 27, 1997 the Company issued 24,980 shares of
          its no par value common stock in consideration of
          $5,996 in cash to three of its directors.

          On September 21, 1999 the State of Nevada approved the
          Company's restated Articles of Incorporation that
          increased its capitalization from 25,000 common shares
          of no par value to 50,000,000 common shares with a par
          value of $0.001 and added 10,000,000 preferred shares
          with a par value of $0.001.

          On September 21, 1999 the Company forward split its
          common stock 240:1 thus increasing the number of
          outstanding common shares from 25,000 to 6,000,000
          shares.

     Preferred Stock
          The authorized preferred stock of the Company consists
          of 10,000,000 shares with a par value of $0.001 per
          share.

NOTE 5 GOING CONCERN.

          The Company's financial statements are prepared using
          generally accepted accounting principles applicable to
          a going concern, which contemplates the realization of
          assets and liquidation of liabilities in the normal
          course of business. However, the Company does not have
          significant cash or other material assets, nor does it
          have an established source of revenues sufficient to
          cover its operating costs and to allow it to continue
          as a going concern.

                                   13

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                March 31, 2003 and March 31, 2002

NOTE 6 -RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real or personal
     property. An officer of the Company provides office services
     without charge. Such costs are immaterial to the financial
     statements and accordingly, have not been reflected therein.
     the officers and directors of the Company are involved in
     other business opportunities. If a specific business
     opportunity becomes available, such persons may face a
     conflict in selecting between the Company and their other
     business interests. The Company has not formulated a policy
     for the resolution of such conflicts.

NOTE 7 -WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire any
     additional shares of common or preferred stock.

NOTE 8 -OFFICER ADVANCES

     While the Company was seeking additional capital to advance
     its business plan, an officer of the Company has advanced
     funds on behalf of the Company to pay for any costs
     incurred by it. These funds are interest free.

                          14


ITEM 2. MANAGEMENT'S PLAN OF OPERATION

Cautionary Statement Regarding Forward-looking Statements

This report may contain "forward-looking" statements.  Examples
of forward- looking statements include, but are not limited to:
(a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial
matters; (b) statements of plans and objectives of our management
or Board of Directors; (c) statements of our future economic
performance; (d) statements of assumptions underlying other
statements and statements about us and our business relating to
the future; and (e) any statements using the words "anticipate,"
"expect," "may," "project," "intend" or similar expressions.

Plan of Operation

We are in the developmental stage and have no established source
of revenue.  We are currently developing a business plan to
market our web site, which will enable users to learn to play
musical instruments online through the varying levels of music
lessons, we intend to make available shortly after becoming
operational.  We plan to take the following steps that we believe
will be sufficient to provide us with the ability to continue in
existence:

     1.   Management believes we will need to raise between US
          $300,000 and US $500,000 over the next 12 months which we will
          utilize in contracting web hosts, web page designers and
          consultants to help us devise a curriculum which will be viable
          to teach music lessons online. The exact amount we will need to
          raise will be determined by the then current market conditions,
          and the status of cash flow within Music Etc.  It is anticipated
          that an initial injection of US $300,000 will be required within
          the next 12 months.

          We propose to raise the amount we need by selling
          shares of our common stock and by one or more private
          placements if necessary.

     2.   We hope to generate revenue from the marketing of our web
          site to offer music lessons online.  This is expected to be
          conducted upon the availability of funds.

          We are currently conducting ongoing research as to the
          best way to market our web site. Music Etc. does not
          currently have any formal contracts with any Internet
          sites or web hosts.

     3.   Should management decide that raising funds by means of one
          or more private placements would be detrimental to Music Etc. and
          its shareholders because our cash flow is limited as a result of
          little or no revenues, we will attempt to secure a line of credit
          with an established financial institution to assist with the
          marketing and general working capital purposes.

We intend to utilize one or more of the credit card processing
services to provide our students the option to either pay online
with a credit card or have payments deducted straight from their
checking accounts. These services will range anywhere from

                             15


$10/month and $0.25 per transaction fee through CardService
International, Inc. to $44.95/per month, which includes the
processing fee, for a period of 24 months from iTransact.com (for
each transaction over 500 is subject to a $0.10 per transaction
fee.

We intend to launch our website with the aid of consultants
within the music industry, which we will utilize their knowledge
in instructing individuals. These consultants will be paid on a
per project basis. Once we have generated revenue and profits
enough to sustain our working capital on an ongoing basis, we
will hire these individuals on a part- to full-time basis. We
also intend to utilize the services of website managers and
designers in order to keep our operating costs down. Prices for
services which will design our website as well as manage the site
range anywhere from $19.95/month to $45/month, some with a start
up fee, for the small to medium sized businesses just getting
started. Many of these web-hosting services also include ISP
services included in the monthly fees. Eventually, in the future,
we intend to hire a full-time web page designer and manager once
our operations grow to a capacity, which will require our own
staff.

Employees

We are currently in a start-up phase with no employees, other
than our management. It is expected that as funds become
available additional staff will be hired. All future employees
will be hired under an equal opportunity policy and evaluated by
their manager on a regular basis with regard to merit raises and
advancements. We do, however, intend to hire consultants, once we
have commenced operations and have raised the start-up capital.

ITEM 3. CONTROLS AND PROCEDURES

Based on his most recent evaluation, which was completed within
90 days of the filing of this Form 10-QSB, the Company's
President and Chief Executive and Financial Officer believes the
Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective to ensure
that information required to be disclosed by the Company in this
report is accumulated and communicated to the Company's
management, as appropriate, to allow timely decisions regarding
required disclosure. There were no significant changes in the
Company's internal controls or other factors that could
significantly affect these controls subsequent to the date of his
evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.

                              16


                   PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 5. OTHER INFORMATION

None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

   Number      Description

     3.1       Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Registrant's
               registration statement on Form 10-SB, as amended,
               filed with the Securities and Exchange Commission
               on June 23, 2000).

     3.2       By-laws of the Registrant (incorporated by
               reference to Exhibit 3.2 to the Registrant's
               registration statement on Form 10-SB, as amended,
               filed with the Securities and Exchange Commission
               on June 23, 2000).

     23.1*     Consent of James R. Bonzo, Certified Public
               Accountant.

* Filed herewith.

(b) Reports on Form 8-K

     None

                                    17



                           SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                MUSIC ETC., INC.


                                By:/s/
                                Lewis Eslick, President and
                                Chief Executive and Financial
                                Officer

                                Date:  June 18, 2003


                             18




                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
          SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of MUSIC
ETC., INC. (the "Registrant") on Form 10-QSB for the period
ending March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Quarterly Report"), I, LEWIS
ESLICK, Chief Executive Officer and Chief Financial Officer of
the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, to the best of my knowledge, that:

1.   I have reviewed this Quarterly Report;

2.   Based on my knowledge, this Quarterly Report does not
     contain any untrue statement of material fact or omit to
     state a material fact necessary to make the statements made,
     in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered
     by this Quarterly Report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this Quarterly Report,
     fairly present in all material respects the financial
     condition, results of operations and cash flows of the
     registrant as, and for the periods presented in this
     Quarterly Report;

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-14 and 15d-14) for the Registrant and have:

     a)   designed such disclosure controls and procedures to
          ensure that material information relating to the
          Registrant, including its consolidated subsidiaries, to
          the extent applicable, is made known to me by others
          within those entities, particularly during the period
          in which this Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's
          disclosure controls and procedures as of a date within
          90 days prior to the filing date of this Quarterly
          Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report my conclusions about
          the effectiveness of the disclosure controls and
          procedures based on my evaluation as of the Evaluation
          Date;

     5.   I have disclosed, based on my most recent evaluation,
to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the
equivalent functions):

     a)   all significant deficiencies in the design or operation
          of internal controls which could adversely affect the
          Registrant's ability to record, process, summarize and
          report financial data and have identified for the
          Registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves
          management or other employees who have a significant
          role in the Registrant's internal controls; and

     6.   I have indicated in this Quarterly Report whether or
not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies
and material weaknesses.


Date:  June 18, 2003               By:/s/
                                   Lewis Eslick
                                   President, Chief Executive Officer
                                   and Chief Financial Officer

                               19



                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Lewis Eslick, President, Chief Executive Officer and Chief
Financial Officer of Music Etc., Inc. (the "Company"), certify to
the best of my knowledge, pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)  the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the
"Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.



Date: June 18, 2003           /s/
                              Lewis Eslick
                              President, Chief Executive Officer
                              and Chief Financial Officer